Ladies and gentlemen, my name is John Grill, and I'm the Chair of Worley Limited. On behalf of the Board, I'd like to welcome you to the 2025 Annual General Meeting. We are pleased you have taken the time to attend, and thank you for your interest in and support of Worley. Please ensure your mobile phones are switched to silent or off for the duration of the meeting. We do not allow the use of personal devices, including cameras, videos, or sound recorders, to record the meeting. This Annual General Meeting is webcast live to shareholders. On behalf of the Board of Worley, I'd like to acknowledge the Gadigal people of the Eora Nation, on whose land we meet today.
We acknowledge the elders, past, present, and emerging of all the lands we work and live on, and extend that respect to other Aboriginal and Torres Strait Islander people who join us today in the room and via our webcast. The Group Company Secretary has confirmed we have a quorum present, and accordingly, I declare this Annual General Meeting open. I'd like to introduce your Board of Directors and Group Company Secretary. Starting from your left is Nuala OLeary , the Group Company Secretary; Chris Ashton; Andrew Liveris; Emma Stein; Martin Parkinson; Alison Kitchen; Tom Gorman; Kim Gillis; Jeanne Johns; Roger Higgins; Joe Geagea; and Juan Suárez Coppel. A warm welcome to our newest board member, Jeanne Johns. Chris Dodd from PwC, the Company's Auditor, is also in attendance today and is available to answer your questions. As you know, at Worley, we start every moment with a safety moment.
Alison Kitchen will present our safety moment.
Thank you, John, and good morning. As Chair of Worley's Audit and Risk Committee, it's my privilege to present today's safety moment. At Worley, we believe in the safety, health, and well-being of our people, communities, and the environment. Safety remains our highest priority and underpins one of our four values: life. Our life value connects our people with our practices, systems, and programs that we use every day. Since joining the Worley Board in 2024, I've had the opportunity to visit several Worley locations and see firsthand the important work our people do every day. From large construction projects in Morocco to our Chemetics fabrication facilities in Canada to our offices in Singapore, each site visit has deepened my appreciation of our team's challenges and their commitment to working safely. The site visits also remind me how visible leadership strengthens safety culture.
What really stood out was not only the complexity of the work being done across our places, but the way leaders and teams make safety part of their daily conversations, showing genuine care for each other. In Morocco, I have seen supervisors engaging directly with craft workers on site. In Canada, the fabrication team demonstrating how they manage risks in real time with genuine pride in their safe approach to their processes. In Saudi Arabia, as we discussed innovation and technology, safety was front and center in the discussions. Meet [Mackenzie Backers]. She is a Level 2 welder I met at one of our Chemetics shops. [Mackenzie] joined us straight out of college in 2023 as a Level 4 welder.
She's now certified in crane operation, rigging, forklift operation, working at heights, aerial lift platform operation, confined space entry, and confined space rescue, all of which require a strict adherence to safety standards. When I discussed safety with [Mackenzie], she noted, like others, how her leaders have encouraged open discussion of safety and the difference this makes in raising any concerns. Visible safety leadership is not about hierarchy; it is about showing that safety is our shared value. When leaders engage consistently, our people, like [Mackenzie], feel empowered to do the same. I would like to thank everyone involved in organizing Worley's site visit program and those who have shared their experiences and insights with myself and my fellow directors. They remind us why safety must remain everything we do. Back to you, John.
Thank you, Alison. I'll now turn to my formal chair address, which will be followed by an address from Mr. Chris Ashton, our Chief Executive Officer. After Chris's address, you'll have the opportunity to ask questions during the formal business of the meeting. I'm pleased to share our progress and achievements over the past year. Central to our success are our people. They embody our purpose of delivering a more sustainable world by finding solutions to our customers' most complex challenges. Our customers seek us out every day to deliver on that ambition. As you heard from Alison Kitchen in the safety moment, the safety and well-being of our people and communities remain our highest priority. One incident is one too many. The Board remains deeply engaged with management on visible leadership, critical risk controls, and respectful workplace behaviour.
The global operating environment in 2025 has continued to present complexity and uncertainty. Geopolitical tensions, evolving trade dynamics and tariffs, energy security concerns, supply chain bottlenecks, and persistent inflationary pressures have influenced our customers' investment decisions and the pace of project execution. In this context, resilience matters. Diversification matters. Discipline matters. Through 2025, Worley demonstrated all three, delivering consistent results while positioning the company to win in markets that are changing in real time. I'm confident that our ongoing efforts will yield long-term value for our shareholders and broader stakeholders, including our customers, partners, and the communities in which we work. While our performance provides important evidence of the strength of our business model and our disciplined execution overseen by the Board, what's equally important is our long-term direction.
We have a globally connected team delivering for customers across the full life cycle of assets in energy, chemicals, and resources, safely, reliably, and increasingly with digital tools. Capital discipline remains fundamental. For the full year 2025 financial year, Worley paid a dividend totaling AUD 0.50 per share, which is consistent with prior years. In March, we continued an on-market share buyback of up to AUD 500 million, and to date, Worley has spent AUD 269 million. This share buyback reflects the Board's confidence in the Company's financial position and the long-term value of Worley. We continue to enhance our enterprise risk management and project assurance frameworks, including cyber and data protection, political risk readiness, and supply chain resilience. Our R3, Ready Response Recovery crisis management system, underpins our approach to major disruption events and helps protect our people and business continuity. Sustainability is integral to our strategy.
In 2025, 60% of aggregated revenue was sustainability-related. We are committed to our net-zero ambitions and to partnering with customers to decarbonize value chains subject to external conditions and market realities. We also note external ratings and benchmarks that recognize Worley's progress in areas such as climate disclosure and responsible business practices. These are the outcomes of consistent, values-based delivery of our services to customers. Our people are central to everything we do. In 2025 financial year, women represented 20% of our senior leaders, and we are determined to continue our progress. We are investing in leadership, capability, and inclusion to unlock the full potential of our teams. Our commercial approach to our business continues to emphasize a low-risk, reimbursable contract model. We will selectively provide well-scoped, fixed-price services and full project delivery where the risk-reward is appropriate and within our risk tolerance.
This discipline, combined with strong business diversification by sector and geography, is what underpins Worley's earning resilience. We remain focused on three strategic imperatives: strengthen, expand, and innovate. We are strengthening leadership in core markets, expanding along the value chain and growth adjacencies, and innovating, particularly through data, digital, and AI, to deliver better outcomes for customers and improved margins for shareholders. Our ambition to drive revenue from sustainability-related projects is now very much embedded in what we do. We have strong capability. We have built a reputation for doing complex work in this area, and sustainability forms part of our purpose and our culture. However, it's now the right time to consider our approach to the next phase of growth. In 2026, we expect to communicate to you our growth strategy for the next three to five years.
As the environment in which we operate continues to change, so too do the opportunities for growth. In line with our strategic imperatives of expand and innovate, we are working through how we can leverage new growth adjacencies and benefit from AI adoption, not only in terms of productivity but also at the enterprise level. We will be setting a new ambition for the business, which will guide our growth. Board succession and renewal have been active priorities. Today, I will seek re-election for a further three years. If re-elected today, I'll work with the Board on an orderly succession process to ensure a new chair can be in place by the end of my term.
Over the past 12 months, your Board has undergone several changes, with Sharon Warburton stepping down on the 1st of September 2025 and Roger Higgins and Juan Suárez Coppel, who are not seeking re-election at today's meeting. These three directors each served over six years on the Board. Sharon contributed significantly as a member of the Nominations Committee and Chair of the Audit and Risk Committee. Her leadership and insight were invaluable to strengthening our governance and enhancing risk oversight. Roger served as a member of the Nominations Committee and Chair of the Health, Safety, and Sustainability Committee, where he has championed our commitment to the well-being of our people and the sustainability of our operations. Juan has been a dedicated member of the Audit and Risk Committee and the Nominations Committee.
Drawing on his extensive experience in energy and resources across the Americas, he has brought a disciplined approach to governance and a strong focus on delivering value for our shareholders. I'd like to take this opportunity to thank Sharon, Roger, and Juan for their significant contributions to the Board. I'm pleased to announce that Mr. Tom Gorman, Independent Non-Executive Director, will take on the responsibilities of the Chair of the Health, Safety, and Sustainability Committee. Also, this year, we welcomed Jeanne Johns as an Independent Non-Executive Director to the Worley Board on the 1st of September. Jeanne brings extensive experience as an international executive in the refining, petrochemical, oil and gas, and chemical sectors, having previously served as CEO of Incitec Pivot Limited and holding various executive roles at BP. Leadership continuity is essential to long-term success.
In addition to the Board changes, the Board also supported a smooth Chief Financial Officer transition. Justine Travers stepped into the role on the 1st of July 2025 and brings deep experience and a strong understanding of our global operations. We recognize and value shareholder feedback, including on remuneration. Our framework must support a complex global business operating largely outside Australia while aligning outcomes with long-term value creation. We will continue to listen, to explain, and clarify your understanding of our approach and to adapt where appropriate without compromising on attracting and retaining the talent required to deliver our strategy. On behalf of the Board, thank you to our leadership team and to all our people for their valued efforts and integrity this year. To you, our shareholders, thank you for your continued trust and partnership. Together, we will continue to build a more sustainable world while delivering long-term value.
I'd now like to ask Chris Ashton, the Chief Executive Officer, to address the meeting.
Thanks, John, and good morning to everyone for joining us in person and those of you who are joining us online. I'm pleased to provide you with an overview of our FY 2025 results and give you an update on what we're seeing ahead. Before we talk about our performance, I'd like to build on the points made earlier by Alison in the safety moment and John in his chair address a moment ago. The safety and well-being of ourselves and those around us is fundamental to life, and without this, nothing else is worth doing. That's something that sits at the heart of us as an organization. Our total recordable case frequency rate was 0.13x at the end of the financial year.
We have strengthened critical risk controls and are continuing to invest in visible safety leadership and expanding our well-being programs, including creation of a global network of ambassadors and our respective Worley initiatives. Let me turn to performance. Worley delivered another strong result in FY 2025 in a complex global operating environment marked by, as we know, economic and political shifts which impacted our customers' decisions. Our result reflects the fourth year of consistent growth in revenue, earnings, and margin through the disciplined execution of our strategy. In terms of specifics, we delivered aggregated revenue of just over AUD 12 billion, up 4% on FY 2024. Underlying EBITDA grew 10% to AUD 823 million, and our EBITDA margin, excluding procurement, increased to 9.2%. NPATA was AUD 475 million. Importantly, normalised cash conversion was 94.9%. These outcomes reflect the strong commercial and financial discipline that sits at the heart of us as an organisation.
Our approach to capital management continues to be a differentiator and a key enabler for supporting our growth. We're committed to ensuring we deploy capital where it aligns with our strategy and will deliver accretive returns and drive long-term shareholder value. Bookings were $17.1 billion, and our backlog, which now includes the majority of the remaining work on Venture Global CP2 Phase 1, is $16.9 billion, up 22%. In this environment, diversification continues to underpin our earnings resilience. By sector, aggregated revenue was approximately 50% in energy, 24% in chemicals, and 26% in resources. By region, the Americas contributed 44%, EMEA 42%, and APAC 14%. This balance matters. It enables us to redeploy capability as demand shifts, and it reduces volatility when conditions change in any single market. Let me now talk about the number of major projects we're currently working on.
In LNG, we signed the Full Notice Proceed for Venture Global CP2 Phase 1, one of the world's largest LNG export terminals. This is significant, and it's a program of work and reflects both our long history in LNG and the strength of our full project delivery capability. In resources, we were named lead integration delivery partner for Rincon's mining lithium carbonate plant in Argentina, supporting the scale-up of critical battery materials. In Europe, our teams advanced construction and commissioning for the Brunsbüttel LNG import terminal in Germany, enhancing regional energy security. In Norway, Rosenberg moved the 4,800-ton Valhal module to the quayside ahead of schedule, and this is the largest new build in two decades for that site. Across North America, we progressed low-carbon hydrogen and renewable fuels projects, and in Australia, we supported complex brownfield modifications to keep vital gas supply online while decoupling oil operations.
Through this type of work, we continue to help our customers balance the demands of today while preparing for the needs of tomorrow. As John talked about our strategy around strengthen, expand, and innovate, this has caught to our future. Strengthen means doubling down on what we do best: consulting, engineering, project delivery, and discipline execution that will enhance our margins. It means careful contract selection and continued emphasis on lower-risk reimbursable models, complemented by select fixed-price scopes within our risk tolerance, importantly, within our risk tolerance. Expand means extending along the value chain into growth adjacencies. We are deepening full project delivery with customers who value a single, accountable partner, from consulting and engineering through to fabrication, construction, and commissioning. We are also expanding in growth areas such as LNG, critical minerals, power generation, and low-carbon fuels.
Innovate means transforming how we deliver projects, embedding data, digital, and importantly, AI, to increase the speed, reduce rework, and improve outcomes. We view AI as an amplifier of our people and their capability and not just a way of delivering cost reductions. Our Advanced Development Lab develops and deploys AI-enabled solutions across design, scheduling, estimating, quality, and field execution activities. Our Responsible AI Council sets the guardrails to scale innovation safely and ethically. John talked about the work we're doing to guide our growth over the next three to five years. This is an exciting phase of Worley's future, and we're encouraged by the opportunities we have ahead to continue meeting the needs of our customers and to help deliver what the world requires. We expect to communicate more about this and the growth strategy at our next investor day, which is scheduled for May 2026.
On July 1, 2025, we implement a new operating model with a focused team to deliver major projects and programs alongside global operations. Major projects and programs bring additional governance, specialist capability, and dedicated leadership to our most complex multi-year programs. Global operations works across our regions, Worley Consulting, Technology Solutions, to deliver consistent execution for our customers everywhere we work. This structure provides our customers seamless access to the best of Worley, and for Worley, it allows us to consistently bring our best capabilities to every project, every time, everywhere. The major project and program structure reflects how customers want to work with us on their most complex projects. It sharpens accountability and supports the scaling of our end-to-end delivery model through consulting, through to completion, without, importantly, shifting our risk appetite.
Our GID centers in India and Colombia delivered 8.3 million hours of work this year, representing almost 15% of all hours worked. Our overall staff utilization remains above target at 87%. We are scaling capability in areas of high demand, while the strength of our globally integrated delivery teams means we can deploy expertise to wherever it is needed most. We have made progress on inclusion and diversity. However, I would say there is more to do. I, along with the leadership team, am committed to achieving better gender diversity through a focus on increasing women in leadership roles. We believe increased diversity is a key to unlock brilliance within the organization and to drive us to achieve our ambition. Sustainability is embedded in our portfolio and our operations and the way we work. It is part of our DNA. 60% of revenue this year was sustainability-related.
Since 2020, we've reduced our Scope 1 and 2 emissions by 73%, and we continue to enhance our disclosures, including Scope 3, across relevant categories. Commercial discipline is paramount. We will not, we have not done, we will not do comparably bid lump sum turnkey EPC projects. Our overall mix of work is anchored in lower-risk reimbursable contract models, and this is a deliberate choice. It supports our quality of earnings, protects downside, and aligns our incentives with our customer success. If we look ahead, the outlook presented at the full year results remains consistent with that which we're experiencing for FY 2026 subject to no further deterioration in market conditions. As we expected, market conditions remain subdued in some locations, but our backlog continues to grow on the back of contract wins and scope increases, clear evidence of customer confidence in the services Worley provides.
For this financial year, we expect earnings will be weighted more heavily to the second half. This is something we typically experience, the seasonality in the revenue and earnings profile. In FY 2026, this weighting to the second half of earnings is expected to be more pronounced than in prior years. This reflects the impact of non-material project cancellations, but primarily the significant work that we are doing to reposition capability in areas of high demand, transform the way we work, and to reset our cost base. We expect these efforts to result in one-off costs, which will impact half the half, but will position Worley well to continue to meet our customer needs and to ensure we have the right foundation for continued growth with greater commercial agility and a higher technology focus.
As stated in our full year results presentation in August, we continue to expect moderate growth in FY26. We are targeting higher growth in revenue than FY 2025 and growth in underlying EBITDA. We expect underlying EBITDA margin, excluding procurement, to be within the range of 9%-9.5%. While we continue operating in a challenging environment, we remain, as a leadership team, confident in the strength of our diversified business model, global scale, and capability market trends, which will continue to support our medium to long-term growth. We believe in that. Our purpose of delivering a more sustainable world unites us all at Worley and drives us forward. Our unique values support our purpose. They inspire and guide us to live up to our values in every interaction with each other, our customers, our partners, the communities in which we operate. Our values are important.
I say every year, they are not applied part-time some of the time, they are applied full-time all of the time. I want to thank our people for their commitment and care across everything they do. They have delivered the result that you see this year. They live our values every day, and you see the reason we can look ahead with confidence. They are the reason we look ahead with confidence. I want to thank our customers for their trust, to our partners for their collaboration, and to our board for their oversight and guidance. Of course, our shareholders, you. Without you, we would not be able to do that which we do. I want to recognize how important you are to us. Worley is stronger and more agile and more technology-enabled than ever before.
Together with our customers, we're delivering infrastructure the world needs today while shaping a more sustainable tomorrow. I want to thank you all again, our customers, our workforce, our shareholders. I am going to hand back to John.
Thank you, Chris. Ladies and gentlemen, we now come to the formal business of the meeting. There are a number of procedural matters to which I must draw your attention. This is a shareholders' meeting, and only shareholders, their attorneys, proxies, and authorized company representatives are entitled to speak or vote. I ask that questions be confined to the business of the meeting and shareholder issues. You will have the opportunity to answer questions on each item of business, so please save your questions on individual items until we reach that item.
Any question should initially be directed to me as Chair, and I will determine who is best placed to answer the question. To ensure the shareholders as a whole who are attending have a reasonable opportunity to ask questions, it would be appreciated if you would limit yourself to two questions or comments at a time, and then allow others to ask a question. All resolutions will be determined on a poll. You would have been issued with a blue poll card on entering the meeting if you are eligible to vote. Please complete the voting section on the poll card. Please place the completed poll card in the ballot boxes when you leave the meeting. I'll open the poll now so that anyone who needs to leave the meeting early can vote before they leave.
The poll will remain open for five minutes after the close of the meeting to allow you to finalize your votes. I appoint Mr. Michael Stratton of Computershare Investor Services to conduct the poll as returning officer. If you have any questions about the voting process, please see Michael and his team. Before moving on, I confirm that I hold a number of open proxies as Chair of the meeting. As set out in the notice of meeting, I will be voting all available proxies in favor of each item of business. The first item of business listed in the notice of meeting is to receive and consider the financial report, which includes the directors' report and auditor's report, as set out in the company's annual report for the financial year ended 30th of June 2025. There is no resolution for this item.
This item of business provides shareholders with the opportunity to ask questions about the financial report and the business and management of the company in general. In addition, Chris Doherty of PwC, the company's auditor, is present today and is available to answer questions in relation to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements, and the auditor's independence in relation to the conduct of the audit. We have again provided shareholders with the opportunity to submit questions before the meeting. We have not received any questions from shareholders prior to the meeting. I'd like now to invite you to ask questions about the financial reports or the management of the company.
Any questions in relation to the company's remuneration policies should be raised when we consider the remuneration report later in the meeting. If you have a question or wish to make a comment, please raise your hand, and the attendant will bring you the microphone. I'll ask each of the microphone attendants to raise their hand so you can see where they are. Are there any questions about the financial reports or the management of the company?
Yes, John. I'm Gary Barton from the Australian Shareholders Association. I hold 41 shares for 41 investors, totaling over 97,000 votes. I've got a question. Profit is up 35% in last year, yet the dividend has not moved. Could the board explain why shareholders are not seeing any uplift in dividends despite stronger earnings, and whether we should expect any improvements in future payments? I have another question.
We'll just do one at a time.
Worley maintains a disciplined approach to capital management that balances shareholder returns with investment and growth in growth and resilience. While earnings have grown, we continue to ensure we have the liquidity and financial flexibility to manage market volatility and strategic investment opportunities. Our dividend payout ratio remains consistent with our guidance provided to the market, and it reflects our commitment to sustainable returns. Future dividends will continue to be assessed in line with this approach and prevailing market conditions.
My second part is with the Jacobs ECR acquisition. It has now been seven years since the company announced the Jacobs ECR acquisition in 2018 for $4.6 billion. At the time, Worley's share price was just under AUD 18, and the market capitalisation was roughly AUD 4.7 billion. Today, the share price is around AUD 13. Total shareholder return has fallen, and dividends remain flat.
From a shareholder's perspective, the value creation is unclear. Does the board consider this acquisition successful, and how is that assessment justified giving these outcomes?
The Jacobs ECR acquisition was a transformative step that positioned Worley as a global leader in energy, chemicals, and resources. It expanded our capabilities, diversified our customer base, and strengthened our long-term growth platform. While share price movements reflect broader market dynamics and remain outside our control, the acquisition has delivered strategic benefits, including synergies, enhanced service offerings, and resilience as we manage through an uncertain geopolitical environment and other external challenges, including the global pandemic. We continue to leverage these capabilities to drive shareholder value over the long term.
Good morning, Stephen Wee, Proxy Shareholder, and also an ex-Worley employee.
I understand for the start of this new financial year, FY 2026, we have organized the management into two global groups: major projects and program, and global operations. In the addresses that you have given, John, and the addresses from Chris, I hear what you normally do during addresses is you talk about the good things that have happened. Obviously, there must be some things that are not so good for us to affect this management change. The question I ask is, one, what are some of the things that you think they will improve on by going to this new management structure? Secondly, will you still be reporting our revenue breakdown in terms of industry groups like energy, chemical, etc.?
I think on the management question, I might ask Chris to answer that.
Yeah, so we've always done Worley's done a number of large projects within the regions, within a regional structure. By going to a global structure for major projects, we're able to more easily marshal global resource from around the world and desensitize a pursuit from what is a natural regional centricity, giving us better governance, yeah, better controls of the project. Also, by marshaling the resource globally through this major projects and programs group, we can go after more larger projects. The addressable market prior to this restructure was one size. The addressable market since this restructure increases. Yet, we're able to improve at the same time and improve the governance and controls around the identification, pursuit, contract profile, execution strategy, and delivery. It's a large part that's around governance, consistency, and improvement to deliver better long-term results.
I can't hear you, sorry.
The second question was, will you still be reporting the revenue breakdown by industry groups? Because that assures that we are quite well diversified. We're not dependent on one industry. Do you understand my question? No, I'm sorry, I still. Will we still report energy chemicals?
Yeah, we'll still report the same way as we've done. We'll report by region, and Justine's here as well. We'll report by region. We'll report by energy, chemicals, resources. You'll still be able to compare performance as you've done before. We've deliberately done it to enable like-for-like comparison. We will look to call out performance of the major projects, but the structure of the reporting will allow you a current period to past period performance.
Thank you.
Thank you. Good morning, Mr. Chairman. Good morning, shareholders.
Firstly, I'd like to say thank you to Chris for his warm and friendly welcome this morning. Thank you so much for that. Part of me being here today is on the global expansion plan for Worley. I had a suggestion to make a personal introduction to Qantas and already onto. The second point is that Qantas, they spend somewhere in the vicinity of 11 figures, up to $15 billion a year in [Jet A-1] fuels. Part as a shareholder in Qantas, I'd like to find ways and a better system than the way that fuel has been procured with hedging and to see if there is any assistance that Worley with the fuel division and also with Mr. Andrew Liveris being involved with companies in the Middle East, if there is an opportunity that we could assist Qantas in that process. They're my two points.
If you could give me some feedback. Thank you.
I mean, our role in the fuel business for airlines tends to be on working on carbon-free fuels and doing that for clients who are in the business of producing such fuels for airlines like Qantas. It has been an important, if not large part of our business in the last few years, and we hope that our clients will move more in that direction in the future. Our role is more in that area than in helping Qantas procure fuels, certainly in the industries that Worley works in. Mr. Chairman, are you talking more about biofuels more so than the normal [Jet A-1] fuels that we are accustomed to? Yeah, and we're involved in helping produce the raw petroleum, in refining it, and in further processing of it in chemical plants.
But the actual moving of it around or the selling of it is not really a role of Worley's.
Yeah. Thank you, Mr. Chairman. Thank you, Chris. Thank you, Andrew.
Thank you.
If there are no more questions, we'll move on to the next item of business. Three of the company's directors are standing for re-election or election today. As the first resolution concerns my own re-election, I'll now hand over to Mr. Andrew Liveris, the Deputy Chair and Lead Independent Director, to chair this portion of the meeting.
Thank you, John, and good afternoon, shareholders. Item 2A, the first resolution on the agenda today, is the re-election of Mr. John Grill. John is Chair of the Board and Chair of the Nominations Committee. He's also a member of the People and Remuneration Committee and the Health, Safety, and Sustainability Committee.
As most of you would know, John was the company's Chief Executive Officer from the listing of the company in 2002 until October 2012, and was a director of the company and its predecessor entities from 1971. I would now like to give John an opportunity to address the meeting. John.
Thank you, Andrew. I was first appointed Chair of Worley in March 2013, and I'm very proud to have shared this journey with many of you here today. In addition to my role here at Worley, I'm also the current Chair of the Mine Gardens Neuroscience Network, a partnership between Black Dog Institute, Neuroscience Australia, and the Southeast Sydney Local Health District and the University of New South Wales. I have over 40 years' experience in the resource and energy industries and project delivery. I'm an engineer by training and started my career with SO Australia in 1968.
In 1971, I became Chief Executive of the civil engineering consultancy that would eventually evolve into the Worley we know today. I held the position of Worley's CEO until October 2012 before stepping down and returning as Non-Executive Chair. From humble beginnings, Worley has grown into a company of global scale. I'm honored, as your Chair, to have played my part in guiding Worley through periods of change and opportunity. The external environment continues to evolve rapidly, and I've been humbled to see our people and leadership respond with resilience, discipline, and focus. I see firsthand how Worley supports our customers to deliver complex projects and how Worley has positioned Australia in global value chains. These achievements reflect the dedication and expertise of our people and the strength of our partnerships with industry, governments, and communities.
It's been a privilege to walk with you and the company as it has grown and to continue and to contribute and provide oversight of that journey as Chair and Non-Executive Director. I seek your support for a further three-year term so that I may continue to help steward the company with humility and dedication and create value for our shareholders.
Thank you, John. The Directors recommend that John be re-elected to the Worley Board. The resolution before the meeting is displayed on the screen behind me. Is there anyone who wishes to speak on this motion? Just wait for the mic, please. Coming behind you. Yep.
John, in your address previously, you indicated that you've got a succession plan in place to replace the Chair. Do you intend to stand down over the next three years, or do you wish to see a three-year term out?
Do you want me to answer it?
I'll answer it, yeah. The Board recommends that John gets re-elected today, but as he quite rightly stated, and you repeated, if he is re-elected, the Board is now engaged and agreed to work on how the succession occurs on an orderly basis to ensure a new Chair can be placed and put in place within the term of this next three years. Within the term. In the next three years. Any other questions? If there are no more questions, I will now put the resolution to the meeting. Displayed on the screen are details of proxies received for John's re-election. You should know now and mark your poll card if you have not already done so. I will now hand the Chair back to John.
Thank you, Andrew. Moving to item 2B, shareholders are asked to consider the re-election of Dr.
Martin Parkinson. Martin was appointed to the Board in February 2020 and is a member of the Audit and Risk Committee and the Nominations Committee. I'd now like to give Martin an opportunity to address the meeting.
Thank you, John, and good morning, colleagues. My name is Martin Parkinson, and I'm seeking your support for re-election to the Worley Board of Directors. I joined the Board in February 2020, was re-elected in 2023, and I'm offering myself up for re-election this year as part of our efforts to smooth future director rotations. Five years ago, when I joined, Worley was focused on integrating the Jacobs acquisition.
While it was clear at the time this would require our focused attention, little did we know how much the world around us was about to change: COVID, the human consequences of that disease and the lockdowns, the pivot to working from home, the war in Ukraine, and the rising geopolitical tensions and cyber threats were all to contribute to massive uncertainty. As I've said previously, it was testament to the staff and management of Worley that our company not only navigated these challenges, but that we were able to grasp the opportunities to accelerate our growth through this period while supporting our traditional customers on their transformation journeys and building out our own growth in the sustainability domain.
Today, we face an unprecedented complex and fraught strategic economic environment internationally, one that is more volatile, contested, fragmented than when I last stood before you, one where the institutions and structures we've come to rely upon are under attack from within and from without. All industries are being battered by geopolitical, technological, and social forces that are sometimes complementing and at other times opposing one another. Directions that we may have thought were broadly clear have been disrupted. Now, successfully navigating this environment requires strategic, ambitious, and flexible leadership, a willingness to chart new courses and to think about things differently, all the while having clarity about our North Star, our ambitions, and our values. I bring to the Board decades of experience and knowledge that can directly assist in meeting these challenges.
My international and domestic public policy career across the economic, social, foreign, strategic, and national security domains lets me contribute genuine insights on many of the issues we are confronting. My strategic skills and my experience across government and corporate Australia, as well as on climate matters and financial markets, bring valuable perspectives to the Board and its committees that continue to assist management and the Chair. I have over four decades of personal experience in managing complex and demanding roles and responsibilities. I've served on both ASX-listed and unlisted boards, been a member of the Board of the Reserve Bank of Australia, and have chaired Australia's Debt Management Agency. I remain Chancellor of Macquarie University and continue to be called upon by government and the Parliament to assist on difficult issues.
Notwithstanding the challenges facing our sector, I'm confident that the opportunities to strengthen and grow our company are manifold. We have been and will continue to be focused on unleashing new growth drivers, finding ways to work faster, more effectively, more efficiently, and advancing clients' interests. Together, your Worley Directors have been working constructively with management to deliver sustained and sustainable shareholder value, and we will continue to do so. I seek your support, therefore, today to allow me to continue to work with my Board colleagues and management to serve you, our shareholders. Thank you.
Thank you, Martin. The Board recommends that shareholders vote in favor of item 2B. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution?
Yes, I have one, John. Martin, you're on a number of organizations and Vice-Chancellor of Macquarie Uni.
Your workload seems very excessive. How can you afford resources to being a Director of Worley if there is a crisis occurs?
Thanks, Gary. Let me say at the outset, my workload as a post being the Head of Prime Minister and Cabinet and Secretary of the Treasury is not anything like what it was in that period. I take your question. I'm not Vice-Chancellor of the University. I'm Chancellor, which is a part-time position. It's the equivalent of Chairman of the Board. In terms of the other things, I've noticed that in the past, you've identified my membership of O'Connell Street Associates as part of the workload that I have. O'Connell Street Associates is essentially a grouping of like-minded people who come together to rent accommodation, and we've got a corporate structure for that.
There is no burden there other than the Australian Retirement Trust, Worley, and the University. I serve on a couple of not-for-profits and on the Bain Advisory Board. I don't regard the workload as excessive, nothing like what I've experienced in the past. Thank you.
If there are no more questions, I'll now put the resolution to the meeting displayed on the screen and details of proxies received for Martin's re-election. You should now mark your poll card if you've not already done so. Moving to item 2C, shareholders are asked to consider the election of Ms. Jeanne Johns. Jeanne was appointed to the Board in September 2025. Jeanne is a member of the Audit and Risk Committee and the Nominations Committee. I'd now like to give Jeanne an opportunity to address the meeting.
Thanks, John. Good morning, ladies and gentlemen.
Having joined the Worley Board in September of 2025, I am seeking your support and to confirm my appointment to the Board. The technical services and solutions that Worley provides, both here in Australia and overseas, are essential to everyday life and enable the transition to a more sustainable future. I aim to contribute my knowledge, skills, and experience from my executive leadership roles in the energy, chemicals, and resource sectors to Worley, along with my international perspective. As a U.S. citizen, I have spent half of my career working and living overseas, in the U.K., here in Australia, and in China. My executive and non-executive background enhances the experience, independence, and diversity of the Board as a whole and contributes to the mix of skills and experiences represented by Worley's Board Skills and Experience Matrix.
A chemical engineer by degree, my project experience ranges from having performed detailed engineering to executive oversight of a portfolio of major projects. My extensive career with BP covered executive roles across the upstream, the downstream, the midstream, and the chemicals businesses, as well as numerous global roles. The breadth of this experience included responsibility for operational and functional performance for a U.S. refinery, as well as a $12 billion natural gas liquids business extending across Canada and the U.S. My last role in BP was to transform the global downstream operating and safety culture of the downstream business in the aftermath of the Deepwater Horizon accident, deepening my expertise in safety and risk management. As CEO and Managing Director of Insitec Pivot, I gained valuable experience in the resource sector and the Australian business context, including governance matters.
In this role, I had extensive interactions with the Australian government, including providing emergency expansion of the production of AdBlue, an essential additive for diesel engines, to address the nationwide shortage following the COVID pandemic. My non-executive career included director positions at Parsons, a digitally enabled solutions provider in defense, intelligence, and critical infrastructure, as well as at Tate & Lyle, a FTSE-listed company and global provider of food and beverage ingredients and solutions. I currently serve on the New York Stock Exchange-listed HF Sinclair, an independent refiner and marketer of midstream lubricants, as well as renewable diesel assets. These experiences match many of the skills and experiences represented on Worley's Board Skills and Experience Matrix and make me well placed to contribute to the Board's deliberations on a range of matters important to Worley.
I am confident that I have the time to dedicate to the requirements of serving Worley, and I look forward to using that time to contribute constructively to the Worley agenda. I would like to thank the Chair and the Board for their support to my appointment, and I would welcome the privilege to represent the shareholders of Worley. Thank you for your time.
Thank you, Jeanne. The Board recommends the shareholders vote in favor of item 2C. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution? If there are no questions, I'll now put the resolution to the meeting displayed on the screen and details of proxies received for Jeanne's election. You should now mark your poll card if you have not already done so.
We now come to item 3, the adoption of the company's remuneration report for the financial year ended 30th of June 2025. As required by the Corporations Act, the vote on this item is advisory only and does not bind the directors or the company. However, the Board will take the voting results and discussion into account when considering the company's ongoing remuneration strategy. I'd now like to ask Ms. Emma Stein, Chair of the People and Remuneration Committee, to address the meeting.
Thank you, John, and good afternoon, morning, or evening, everyone. My name is Emma Stein, and as Chair of the People and Remuneration Committee, I've been the lead non-executive director responsible for the development of this year's remuneration report. This report explains in detail how we approach remuneration at Worley and the remuneration outcomes for financial year 2025.
This year, management delivered strong results despite a challenging global environment. Through disciplined execution of our strategy, the business remains resilient and well-positioned for FY 2026. With over 45,000 people in 44 countries, attracting and retaining the right talent is critical to our success. Our remuneration framework is designed to ensure we can compete for talent globally, particularly in key markets such as North America, while maintaining strong alignment with shareholder value creation. Executive pay at Worley is strongly linked to performance, with a significant portion delivered in equity. This ensures executive reward reflects both company and individual achievement over time. In FY 2025, performance against our key STI measures was strong. We achieved growth in revenue, earnings, and margins, maintained solid cash performance, and continued to deliver on our safety, sustainability, and inclusion goals.
This is reflected in STI payouts of 78% of maximum for the CEO and between 65% and 78% of maximum for other KMP, outcomes that the Board considers a fair representation of executive and company performance. We did not exercise any discretion to adjust incentive outcomes. We outperformed the gross margin delivered in sustainability work hurdle set for the FY 2024 Deferred Equity Plan, or DEP. This represents growth of 58% over two years, and accordingly, the Board approved full vesting. Performance against the four-year targets for the FY 2022 Long-Term Incentive, or LTI, plan resulted in partial vesting, recognizing significant growth in risk-adjusted earnings over the period. While our relative shareholder return measure did not meet the threshold for vesting over four years, our absolute return was positive. The Board approved vesting of the FY 2022 LTI award at 50% of the maximum.
There were no changes to CEO remuneration in FY 2025 following the adjustments made in FY 2024. Fixed pay for other executives was reviewed against market benchmarks, with changes as outlined in the remuneration report, and non-executive director fees remain unchanged as they have since 2019. We value the feedback received from shareholders following last year's AGM. This year, we've increased disclosure in our report and again increased our long-term incentive targets, raising the EPS growth hurdles from 5% to 6% at threshold and from 9% to 10% at the maximum to better reflect our ambition for sustained performance. Looking ahead, the Board will continue to ensure our remuneration framework supports our people strategy, encourages high performance, and aligns with long-term shareholder interests. On behalf of the Board, I want to thank our people for their continued commitment and contribution.
It's their efforts that underpin the results we've delivered and the value we continue to create for customers, shareholders, and communities. Thank you, and I look forward to your questions and feedback. John.
Thank you, Emma. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution?
Yes, I have a question, John. The ASA will be voting against the remuneration report. While the share price has declined, total shareholder value has declined, dividends have remained unchanged, executive bonuses have increased. We consider the hurdles for bonuses are set too low. Can the Board explain the rationale for increasing bonuses in a period where shareholder outcomes have clearly deteriorated?
Yeah, I mean, Worley has had, we think, a very strong year in the last year. We've had good growth in really quite difficult circumstances.
I think that we've rewarded the key executives appropriately for that, and we've done a lot of benchmarking against our competitors around the world and our people similar to us in Australia who have international businesses, and we think that our rewards are appropriate. We certainly think we would like the share price to be higher, but I think that factors outside our control are largely related to that. I think that we're hoping that those factors will calm down in the future and that the share price will move to more acceptable levels. It's not slowing down to the shareholders. We've remained unchanged dividends for five years at AUD 0.50 in percentage terms, and the shareholder value declined for nearly 10% last year, and the share market went up 10%. Yes, no alignment. I've previously answered that question. We can't control the share price.
If there are no more questions, I'll now put the resolution to the meeting. The Board recommends that shareholders approve the adoption of the remuneration report. Displayed on the screen are details of proxies received for item three. As set out in the notice of meeting, a voting exclusion applies to this item of business. You should now mark your poll card if you've not already done so. The next item is item four, which relates to the grant of deferred equity rights to Chris Ashton. If the grant is approved, the rights will make up one of the at-risk equity components of Chris's variable pay arrangements. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution?
The ASA will be also voting against the equity grant to CEO Mr. Ashton.
As highlighted in the remuneration report, the decreased share price performance, lower TSR, and flat dividends. How does the Board justify awarding this grant in the face of these results for shareholders?
I think that's essentially the same question I just answered in the first time round. I think that we evaluate a lot of factors, and certainly, shareholding return is important to us, but we can't control the share price. The hurdles are too low. If there are no more questions on, I'll put this resolution to the meeting. The Board recommends that shareholders vote in favor of this resolution. Displayed on the screen are details of proxies received for item four. As set out in the notice of meeting, a voting exclusion applies to this item of business. You should now mark your poll card if you've not already done so.
We now come to item five, which relates to the grant of long-term performance rights to Chris Ashton. The resolution before the meeting is displayed on the screen behind me. Are there any questions on this resolution? If there are no questions, I'll put the resolution to the meeting. The Board recommends that shareholders vote in favor of this resolution. Displayed on the screen are details of proxies received for item five. As set out in the notice of meeting, a voting exclusion applies to this item of business. You should now mark your poll card if you've not already done so. We now come to item six, which relates to the approval of leaving entitlements. The approval covers existing obligations to key management personnel and certain other executives within the group and does not provide them with any new benefits.
The company does not pay retirement benefits to non-executive directors other than in accordance with the company's statutory superannuation obligations. As such, this approval does not apply to non-executive directors. Is there anyone who wishes to speak on the motion? If there are no questions, I'll now put the resolution to the meeting. The Board recommends that shareholders vote in favor of this resolution. Displayed on the screen are details of proxies received for item six. You should now mark your poll card if you've not already done so. We now come to item seven, which relates to the reinsertion of proportional takeover provisions into the company's constitution. This is the last item of formal business on the agenda today. The proportional takeover provisions were last approved on the 21st of October 2022 at the AGM 2022.
The Corporations Act requires the provisions to be renewed every three years, otherwise, they cease to have effect. A proportional takeover bid is a bid for only a proportion of each shareholder's shares. If a proportional bid is made, the proportional takeover provisions in the constitution allow shareholders to decide by majority vote whether the proportional takeover bid is acceptable in principle before it can proceed. The directors recommend that shareholders vote in favor of the renewal of the proportional takeover provisions into the company's constitution. The special resolution before the meeting is displayed on the screen behind me. Is there anyone who wishes to speak to this resolution? If there are no questions, I'll now put the special resolution to the meeting. Displayed on the screen are details of proxies received for item seven. You should now mark your poll card if you've not already done so.
Now that we've completed discussion of all the resolutions put to the meeting, please ensure that you've marked your poll cards as required. The poll will close in five minutes after the end of the meeting. Please ensure you place your completed poll cards into the ballot boxes held by Michael Stratton and his team. The results of the voting will be notified to the ASX and the corporation in accordance with the Corporations Act and will also be placed on the company's website as soon as they become available. Ladies and gentlemen, as there is no further business, I declare the meeting closed, subject to the.
Just one last question before we close, Mr. Chair. Sorry to interrupt your closing. This is a question to Chris Ashton before we close.
Chris, if it's possible in relation to the Qantas and Macquarie Group Limited, would you have a business development manager that could actually get in touch with Vanessa Hudson and [Shimara] just to see and ask if there is a synergy on both of their global expansion plans that could work in synergy with Worley that could also bring some positive outcomes in revenue?
Look, with Qantas, there is no synergy. We don't do what Qantas do. We don't trade fuel. We build the assets for customers who then sell it. With Macquarie, we're in constant dialogue with them, especially with their investments in assets, which we build. There's a constant dialogue going on between Macquarie. What you're looking to do, what you're looking for us to do, I can actually confirm it's in play.
With Qantas, they still have further global expansion plans on building. Would there be no merit in that? We do not build airports. Obviously, they do not. They would obviously use them. To the extent we have assessed where Qantas invests its capital, there is not an overlap between where they invest their capital and what we do as a core offering to the market.
Thank you, Chris. Very kind of you to answer. Thank you. Thank you, Mr. Chairman.
Thank you. As there is no further business, I declare the meeting closed, subject to the finalization of the poll. Thank you all for attending the AGM today. Thank you.